Common use of Acknowledgements of Employee Clause in Contracts

Acknowledgements of Employee. (i) The Employee understands and acknowledges that any violation of the Restrictive Covenants shall constitute a material breach of this Agreement and the Employment Agreement, and it may cause irreparable harm and loss to the Company for which monetary damages will be an insufficient remedy. Therefore, the Parties agree that in addition to any other remedy available, the Company will be entitled to the relief identified in Paragraph No. 9 below. (ii) The Restrictive Covenants shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Employee against the Company shall not constitute a defense to the enforcement of these Restrictive Covenants. (iii) Employee agrees that the Restrictive Covenants are reasonably necessary to protect the legitimate business interests of the Company. (iv) Employee agrees that the Restrictive Covenants may be enforced by the Company’s successor in interest by way of merger, business combination or consolidation where a majority of the surviving entity is not owned by Company’s shareholders who owned a majority of the Company’s voting shares prior to such transaction and Employee acknowledges and agrees that successors are intended beneficiaries of this Agreement. (v) Employee agrees that if any portion of the Restrictive Covenants is held by a court of competent jurisdiction to be unreasonable, arbitrary or against public policy for any reason, such shall be divisible as to time, geographic area and line of business and shall be enforceable as to a reasonable time, area and line of business. (vi) Employee acknowledges that any violations of the Restrictive Covenants, in any capacity identified herein, may be a material breach of this Agreement and may subject the Employee, and/or any individual(s), partnership, corporation, joint venture or other type of business with whom the Employee is then affiliated or employed, to monetary and other damages.. (vii) Employee agrees that any failure of the Company to enforce the Restrictive Covenants against any other employee, for any reason, shall not constitute a defense to enforcement of the Restrictive Covenants against the Employee.

Acknowledgements of Employee. (i) a. The Employee understands and acknowledges that any violation of the Restrictive Covenants this Agreement shall constitute a material breach of this Agreement and the Employment Agreement, and it may cause irreparable harm and possible loss to the Company for which monetary damages will may be an insufficient remedy. Therefore, the Parties agree that in addition to any other remedy remedies available, the Company will be entitled to the relief identified in Paragraph No. 9 10 below. (ii) b. The Restrictive Covenants shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Employee against the Company shall not constitute a defense to the enforcement of these Restrictive Covenants. (iii) c. Employee agrees that the Restrictive Covenants are reasonably necessary to protect the legitimate business interests of the Company. (iv) d. Employee agrees that the Restrictive Covenants this Agreement may be enforced by the Company’s successor in interest by way of merger, business combination or consolidation where a majority of the surviving entity is not owned by Company’s shareholders who owned a majority of the Company’s voting shares prior to such transaction and Employee acknowledges and agrees that successors are intended beneficiaries of this Agreement. (v) e. Employee agrees that if any portion of the Restrictive Covenants is held by a court of competent jurisdiction to be unreasonable, arbitrary or against public policy for any reason, such shall be divisible modified accordingly as to time, geographic area and line of business and shall so as to be enforceable to the fullest extent possible as to a reasonable time, area and line of business. (vi) f. Employee acknowledges that any violations of the Restrictive Covenants, in any capacity identified herein, may Agreement will be a material breach of this Agreement and may subject the Employee, and/or any individual(s), partnership, corporation, joint venture or other type of business with whom the Employee is then affiliated or employed, to monetary and other damages... (vii) g. Employee agrees that any failure of the Company to enforce the Restrictive Covenants against any other employee, for any reason, shall not constitute a defense to enforcement of the Restrictive Covenants against the Employee.

Acknowledgements of Employee. (i) The Employee understands and acknowledges that any violation of the Restrictive Covenants shall constitute a material breach of this Agreement and the Employment Agreement, and it may cause irreparable harm and loss to the Company for which monetary damages will be an insufficient remedy. Therefore, the Parties agree that in addition to any other remedy available, the Company will be entitled to the relief identified in Paragraph No. 9 below. (ii) The Restrictive Covenants shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Employee against the Company shall not constitute a defense to the enforcement of these Restrictive Covenants. (iii) Employee agrees that the Restrictive Covenants are reasonably necessary to protect the legitimate business interests of the Company. (iv) Employee agrees that the Restrictive Covenants may be enforced by the Company’s successor in interest by way of merger, business combination or consolidation where a majority of the surviving entity is not owned by Company’s shareholders who owned a majority of the Company’s voting shares prior to such transaction and Employee acknowledges and agrees that successors are intended beneficiaries of this Agreement. (v) Employee agrees that if any portion of the Restrictive Covenants is held by a court of competent jurisdiction to be unreasonable, arbitrary or against public policy for any reason, such shall be divisible as to time, geographic area and line of business and shall be enforceable as to a reasonable time, area and line of business. (vi) Employee acknowledges that any violations of the Restrictive Covenants, in any capacity identified herein, may be a material breach of this Agreement and may subject the Employee, and/or any individual(s), partnership, corporation, joint venture or other type of business with whom the Employee is then affiliated or employed, to monetary and other damages... (vii) Employee agrees that any failure of the Company to enforce the Restrictive Covenants against any other employee, for any reason, shall not constitute a defense to enforcement of the Restrictive Covenants against the Employee.

Acknowledgements of Employee. (i) a. The Employee understands and acknowledges that any violation of the Restrictive Covenants this Agreement shall constitute a material breach of this Agreement and the Employment Agreement, and it may will cause irreparable harm and loss to the Company for which monetary damages will be an insufficient remedy. Therefore, the Parties agree that in addition to any other remedy remedies available, the Company will be entitled to the relief identified in Paragraph No. 9 10. below. (ii) b. The Restrictive Covenants shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Employee against the Company shall not constitute a defense to the enforcement of these Restrictive Covenants. (iii) c. Employee agrees that the Restrictive Covenants are reasonably necessary to protect the legitimate business interests of the Company. (iv) d. Employee agrees that the Restrictive Covenants this Agreement may be enforced by the Company’s successor in interest by way of merger, business combination or consolidation where a majority of the surviving entity is not owned by Company’s shareholders who owned a majority of the Company’s voting shares prior to such transaction and Employee acknowledges and agrees that successors are intended beneficiaries of this Agreement. (v) e. Employee agrees that if any portion of the Restrictive Covenants is held by a court of competent jurisdiction to be unreasonable, arbitrary or against public policy for any reason, such shall be divisible modified accordingly as to time, geographic area and line of business and shall so as to be enforceable to the fullest extent possible as to a reasonable time, area and line of business. (vi) f. Employee acknowledges that any violations of the Restrictive Covenants, in any capacity identified herein, may Agreement will be a material breach of this Agreement and may subject the Employee, and/or any individual(s), partnership, corporation, joint venture or other type of business with whom the Employee is then affiliated or employed, to monetary and other damages... (vii) g. Employee agrees that any failure of the Company to enforce the Restrictive Covenants against any other employee, for any reason, shall not constitute a defense to enforcement of the Restrictive Covenants against the Employee.

Acknowledgements of Employee. (i) The Employee understands and acknowledges that any violation of the Restrictive Covenants shall constitute a material breach of this Agreement and the Employment Agreement, and it may will cause irreparable harm and loss to the Company or any Affiliated Entity for which monetary damages will be an insufficient remedy. Therefore, the Parties agree that in addition to any other remedy available, the Company and its Affiliated Entities will be entitled to the relief identified in Paragraph No. 9 below. (ii) The Restrictive Covenants shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Employee against the Company or any Affiliated Entity shall not constitute a defense to the enforcement of these Restrictive Covenants. (iii) Employee agrees that the Restrictive Covenants are reasonably necessary to protect the legitimate business interests of the CompanyCompany or any Affiliated Entity. (iv) Employee agrees that the Restrictive Covenants may be enforced by the Company’s assignee or successor in interest by way of merger, business combination or consolidation where a majority any of the surviving entity is not owned by Company’s shareholders who owned a majority of the Company’s voting shares prior to such transaction Affiliated Entities and Employee acknowledges and agrees that assignees, successors and Affiliated Entities are intended beneficiaries of this Agreement. (v) Employee agrees that if any portion of the Restrictive Covenants is are held by a an arbitration panel or court of competent jurisdiction to be unreasonable, arbitrary or against public policy for any reason, such they shall be divisible as to time, geographic area and line of business and shall be enforceable as to a reasonable time, area and line of business. (vi) Employee acknowledges agrees that any violations violation of the Restrictive Covenants, in any capacity identified herein, may be are a material breach of this Agreement and may subject the Employeethat any and all sales by Employee for himself or herself, and/or any other individual(s), partnership, corporation, joint venture venture, or any other type of business entity with whom which he or she is associated, shall be conclusively presumed to have been made by the Employee is then affiliated Company or employedany Affiliated Entity, to monetary and other damages..but for the violation. (vii) Employee agrees that any failure of the Company or any Affiliated Entity to enforce the Restrictive Covenants against any other employee, for any reason, shall not constitute a defense to enforcement of the Restrictive Covenants against the Employee.

Acknowledgements of Employee. (i) a. The Employee understands and acknowledges that any violation of the Restrictive Covenants this Agreement shall constitute a material breach of this Agreement and the Employment Agreement, and it may will cause irreparable harm and loss to the Company for which monetary damages will be an insufficient remedy. Therefore, the Parties agree that in addition to any other remedy remedies available, the Company will be entitled to the relief identified in Paragraph No. 9 10 below. (ii) b. The Restrictive Covenants shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Employee against the Company shall not constitute a defense to the enforcement of these Restrictive Covenants. (iii) c. Employee agrees that the Restrictive Covenants are reasonably necessary to protect the legitimate business interests of the Company. (iv) d. Employee agrees that the Restrictive Covenants this Agreement may be enforced by the Company’s successor in interest by way of merger, business combination or consolidation where a majority of the surviving entity is not owned by Company’s shareholders who owned a majority of the Company’s voting shares prior to such transaction and Employee acknowledges and agrees that successors are intended beneficiaries of this Agreement. (v) e. Employee agrees that if any portion of the Restrictive Covenants is held by a court of competent jurisdiction to be unreasonable, arbitrary or against public policy for any reason, such shall be divisible modified accordingly as to time, geographic area and line of business and shall so as to be enforceable to the fullest extent possible as to a reasonable time, area and line of business. (vi) f. Employee acknowledges that any violations of the Restrictive Covenants, in any capacity identified herein, may Agreement will be a material breach of this Agreement and may subject the Employee, and/or any individual(s), partnership, corporation, joint venture or other type of business with whom the Employee is then affiliated or employed, to monetary and other damages... (vii) g. Employee agrees that any failure of the Company to enforce the Restrictive Covenants against any other employee, for any reason, shall not constitute a defense to enforcement of the Restrictive Covenants against the Employee.

Acknowledgements of Employee. (ia) The Employee understands and acknowledges that any violation of the Restrictive Covenants shall constitute a material breach of this Agreement and the Employment Agreement, and it may cause irreparable harm and loss to the Company Except as provided for which monetary damages will be an insufficient remedy. Therefore, the Parties agree that in addition to any other remedy availableSection 2, the Company will be entitled shall have no further obligation to the relief identified in Paragraph No. 9 below. (ii) The Restrictive Covenants shall be construed Employee, including, without limitation, on account of his service as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of Employee against the Company shall not constitute a defense to the enforcement of these Restrictive Covenants. (iii) Employee agrees that the Restrictive Covenants are reasonably necessary to protect the legitimate business interests an employee of the Company. (ivb) Employee acknowledges that any payments or benefits provided to Employee under the terms of this Agreement do not constitute an admission by the Company that it has violated any law or legal obligation with respect to any aspect of Employee’s employment or separation therefrom. (c) Employee agrees and acknowledges that Employee's right to receive and keep the Restrictive Covenants may Severance Payment and Severance Option is conditioned upon Employee continuing to observe, and not be enforced in breach of, the provisions of any of the terms or conditions provided for in this Agreement. Upon any breach hereof, all severance compensation and other benefits due Employee pursuant to Section 2 of this Agreement shall immediately cease, or if already paid, shall be recoverable in full by the Company’s successor . (d) Employee has not instituted, assisted, or otherwise participated in interest connection with, any complaint, claim, charge, lawsuit, or administrative agency proceeding, or action at law or otherwise against the Company. To the extent permitted by way of mergerlaw, business combination Employee waives his right to institute in the future any complaint, claim, charge, lawsuit, or consolidation where a majority of administrative proceeding, or action at law or otherwise against the surviving entity is Company, and agree not owned by Company’s shareholders who owned a majority of to accept any relief or recovery from any such action or proceeding filed on his behalf, other than any complaint, claim, charge, lawsuit, or administrative proceeding, or action at law in connection with, or resulting from, the Company’s voting shares prior to such transaction and Employee acknowledges and agrees that successors are intended beneficiaries breach of any term of this Agreement. (ve) Employee agrees hereby represents that if from the Separation Date onward (i) Employee has not made and will not make any portion representations, warranties, or commitments binding the Company and (ii) Employee has not executed and will not execute any agreement on behalf of the Restrictive Covenants is held by a court of competent jurisdiction Company, nor did Employee or shall Employee hold himself out to be unreasonable, arbitrary or against public policy for any reason, have such shall be divisible as to time, geographic area and line of business and shall be enforceable as to a reasonable time, area and line of businessauthority. (vif) Upon reasonable advance written notice, during mutually agreeable time periods, and provided the foregoing shall not interfere with Employee’s then current employment, Employee agrees to make himself available to the Company in any pending or future governmental or regulatory investigation, civil or administrative proceeding, or arbitration, subject to any privileges that Employee may have and to his other personal and business commitments. The Company will reimburse Employee for any loss of salary and all reasonable costs and expenses incurred by Employee in connection with any such proceeding or arbitration. (g) Employee hereby represents that Employee has not assigned to any person or entity any claim, including, without limitation, Claims that arose or could have arisen against the Company, or its past, present and future parents, Affiliates, subsidiaries, divisions, predecessors, successors, assigns, employee benefit plans and trusts and each of their respective past, present and future directors, officers, partners, shareholders, members, managers, agents, employees, attorneys, representatives, consultants, associates, fiduciaries, plan sponsors, administrators and trustees. (h) Employee acknowledges that any violations he has been advised to consult, and has consulted, with legal counsel of his choosing, at his own expense, regarding the Restrictive Covenants, in any capacity identified herein, may be a material breach meaning and binding effect of this Agreement and may subject the each and every term hereof prior to executing it. (i) Employee, and/or any individual(s)intending to be legally bound hereby, partnershipcertifies and warrants that he has read carefully this Agreement and has executed it voluntarily and with full knowledge and understanding of its significance, corporation, joint venture or other type meaning and binding effect. Employee further declares that he is competent to understand the content and effect of business with whom the Employee is then affiliated or employed, to monetary and other damages..this Agreement. (viij) Employee agrees acknowledges that any failure he was given a period of 21 days within which to consider this Agreement and to the extent he executes this Agreement before the expiration of the Company 21-day period, he does so knowingly and voluntarily and only after consulting his attorney. Employee shall have the right to enforce the Restrictive Covenants against any other employeecancel and revoke this Agreement during a period of 7 days following executing this Agreement, for any reason, and this Agreement shall not constitute become effective, and no payments or benefits shall be made or provided pursuant to this Agreement, until the day after the expiration of such 7-day period. The 7-day period of revocation shall commence upon Employee executing this Agreement. In order to revoke this Agreement, the Executive shall deliver to the Company, prior to the expiration of such 7-day period, a defense to enforcement written notice of the Restrictive Covenants against the Employeerevocation. Upon such revocation, this Agreement shall be null and void and of no further force or effect.